Tenant Audit Right. (a) Landlord shall maintain its books and records relating to Operating Expenses for a period of at least three (3) years following the year in which such Operating Expenses were incurred, in a manner that is consistent with generally accepted accounting principles consistently applied to the extent applicable to cash-basis accounting. Such books and records shall be available after at least five (5) business days’ request by Tenant at Landlord’s office during normal business hours for audit, examination and copying by Tenant and Tenant’s employees or agents during such period, at Tenant’s sole cost and expense, provided that:
(i) neither Tenant nor Tenant’s employees or agents may divulge the contents of such books and records or the results of such examination to any third party, except as may reasonably be necessary in Tenant’s business operations (so long as the person to whom such contents or results are divulged also agrees to maintain their confidentiality) or as may otherwise be required by applicable legal requirements;
(ii) Tenant has not previously examined such books and records with respect to the same Operating Year; and
(iii) Tenant provides to Landlord, at no cost, a copy of the report of such examination within ten (10) business days after receipt by Tenant.
(b) Notwithstanding the foregoing to the contrary, if such verification reveals that Tenant’s Share of Operating Expenses set forth in any Actual OpEx Statement exceeded by more than five percent (5%) the amount that actually was due, Landlord shall reimburse Tenant for the lesser of the actual cost of such examination or the reasonable charges of such examination based on a reasonable hourly charge (even if such accountant is actually paid on some other basis), together with other reasonable expenses incurred by such accountant. Tenant may not hire an accountant or other person to perform such examination on a contingency, percentage, bonus or similar basis, unless such accountant or other person is nationally recognized, reputable and reasonable in its approach. Any overcharge or underpayment revealed thereby shall be reconciled between the Parties, acting reasonably and in good faith, within thirty (30) days after the completion of such verification and examination.
Tenant Audit Right. In the event that Tenant has the right to inspect and audit the books, records and other documents of the landlord under the Lease which evidence the purchase price of the Real Property, the development and construction costs of the Improvements, and/or common area maintenance costs and expenses, Seller hereby covenants and agrees that it shall retain such books, records and other documents which will enable Tenant to conduct a full and complete audit thereof until the date that is six (6) months after the latest date that Tenant could demand an inspection and/or audit thereof pursuant to the Lease and, upon written request therefore from Buyer, or any successor or assign, thereof, shall provide both Buyer and Tenant with reasonable access thereto and otherwise reasonably cooperate with both Buyer and Tenant with respect to such inspection and/or audit by Tenant. In the event Tenant claims any right to a credit, refund or other reimbursement as a result of such audit, Seller shall indemnify, hold harmless and defend the Indemnified Parties from any and all Claims relating thereto or arising therefrom. The provisions of this Section 40 shall survive XXX.
Tenant Audit Right. If Tenant has the right to inspect and audit any books, records or other documents of the landlord under the Lease, Seller agrees to retain such books, records and other documents to enable Tenant to conduct a full and complete audit thereof until the date that is six (6) months after the latest date that Tenant could demand an inspection and/or audit thereof pursuant to the Lease. Upon written request from Buyer, Seller will provide both Buyer and Tenant with reasonable access to such books, records and other documents and otherwise reasonably cooperate with both Buyer and Tenant with respect to such inspection or audit by Tenant. If Tenant claims any right to a credit, refund or other reimbursement as a result of such inspection or audit, Seller will indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any Claims relating thereto or arising therefrom. The provisions of this Section shall survive Closing.
Tenant Audit Right. Within ninety (90) days following the completion of each Component of Landlord’s Work in the Required Delivery Condition, Landlord shall provide Tenant with a final accounting in reasonable detail, together with all backup and supporting materials reasonably requested by Tenant, prepared by Landlord for all amounts incurred in connection with such Component of Landlord’s Work. Upon mutual agreement of the finality thereof, there shall be adjustments between Landlord and Tenant to the end that Landlord or Tenant has underpaid or overpaid any amount due from such party pursuant to the terms of this Work Agreement. Any overpayment by Tenant shall be payable by Landlord to Tenant within thirty (30) days after the determination thereof. In the event that Tenant and Landlord are unable to agree on the finality of any adjustments after using good faith efforts to resolve the same for at least thirty (30) days, then Tenant and Landlord shall appoint an Approved Examiner to resolve any such adjustments, whose determination shall be binding upon the parties. Any underpayment by Tenant shall be due and payable within thirty (30) days after determination thereof.
Tenant Audit Right. If Tenant disputes the amount of Operating Expenses set forth in a given Expense Reconciliation, Tenant shall have the right, at Tenant’s sole expense, to cause Landlord’s books and records with respect to the particular Expense Reconciliation to be audited (the “Audit”), provided Tenant (i) has not defaulted under this Lease and failed to cure such default within the time period specified in this Lease and (ii) delivers written notice (an “Audit Notice”) to Landlord on or prior to the date that is ninety (90) days after Landlord delivers the Expense Reconciliation in question to Tenant (such 90-day period, the “Response Period”). If Tenant fails to timely deliver an Audit Notice with respect to a given Expense Reconciliation, then Tenant’s right to undertake an Audit with respect to that Expense Reconciliation shall automatically and irrevocably be waived. Any Expense Reconciliation shall be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of the applicable Response Period, unless prior thereto, Tenant timely delivers an Audit Notice with respect to the then-applicable Expense Reconciliation. If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within sixty (60) days after the Audit Notice is delivered to Landlord, and the Audit must be completed within thirty (30) days of the date on which it is begun. If Tenant fails, for any reason, to commence and complete the Audit within such periods, the Expense Reconciliation that Tenant elected to Audit shall be deemed final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct. The Audit shall take place at the offices of Landlord where its books and records are located, at a mutually convenient time during Landlord’s regular business hours. Tenant hereby covenants and agrees that any person or entity engaged by Tenant to conduct the Audit shall be compensated on an hourly basis and shall not be compensated based upon a commission or contingency fee basis. Accordingly, any representative of Tenant conducting, assisting, or having any involvement with the audit shall not be permitted to have a financial stake in the outcome of the audit and Landlord shall be entitled to receive credible evidence of the same and Landlord may refuse to allow the audit in the absence of such evidence. Additionally, any representative of Tenant conducting an audit shall first sign a confidentiality agreement that provi...
Tenant Audit Right. If Tenant desires to dispute or question an amount shown on the annual statement, Tenant shall give Landlord written notice of such desire within ninety (90) days after Tenant’s receipt of the annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall have waived its right to dispute or question the annual statement. Promptly after the receipt of such written notice from Tenant, Landlord and Tenant shall endeavor in good faith to resolve such dispute or address Tenant’s questions, as the case may be. Regardless of whether any such dispute or question shall exist, Tenant shall have the right to cause a nationally or regionally recognized independent certified public accountant designated by Tenant, to be paid on an hourly and not a contingent fee basis, to audit the annual statement or any amounts shown thereon, provided that Tenant (i) notifies Landlord in writing of Tenant’s intention to exercise such audit right within ninety (90) days after Tenant’s receipt of the annual statement, (ii) actually begins such audit within forty-five (45) days after the notice from Tenant to Landlord advising Landlord that Tenant will require an audit (provided that such forty-five (45) day period within which the audit must be commenced shall be extended by the length of any delay in the commencement of the audit that is caused by Landlord) and (iii) diligently pursues such audit to completion as quickly as reasonably possible. Landlord agrees to make available to Tenant’s auditors, at Landlord’s office in the Building or at such other location in the San Francisco Bay Area as Landlord shall determine, the books and records relevant to the audit for review and copying (including accounting records on magnetic tape or diskette), but such books and records (and tapes and diskettes) may not be removed from Landlord’s offices. Tenant shall bear all costs of such audit, including Landlord’s actual copying costs and personnel costs, if any incurred in connection with such audit (provided that, prior to incurring any personnel costs in connection with any such audit, Landlord shall advise Tenant of Landlord’s anticipated personnel costs so that Tenant may, at Tenant’s option, modify Tenant’s activities with regard to such audit in order to preclude the need for Landlord to incur such personnel costs), except that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Expenses of five percent (5%) or more, ...
Tenant Audit Right. Tenant shall have the right, at its sole cost and expense, to audit Landlord's records at the Manager's office relating to Real Estate Taxes and Operating Expenses for the Base Year and any subsequent year solely for the purpose of determining the amounts paid by Tenant pursuant to Section 6 of this Lease. However, Tenant may only conduct an audit (i) upon reasonable notice to Landlord so as to allow landlord sufficient time to compile its records and make them available to Tenant at Manager's office and upon reimbursement to Landlord for its costs and expenses incurred in connection with such audit; (ii) not more than sixty (60) days after Tenant receives the Annual Statement of Real Estate Taxes and Operating Expenses for the subject year, regardless of whether the year in question is the Base Year or any subsequent year, and (iii) not more than once during any Lease Year.
Tenant Audit Right. Landlord shall maintain reasonably complete and accurate records of matters relating to the calculation of the Annual Operating Charges and Real Estate Taxes and Tenant's share thereof for a period of at least one (1) year. Within sixty (60) days after receipt by Tenant of Landlord's annual reconciliation statement (the "Statement"), Tenant shall advise Landlord whether Tenant desires to conduct an audit of such Statement. If Tenant so advises Landlord, a "Big Four" independent certified public accounting firm, designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records with respect to the Statement at Landlord's offices, provided that Tenant's disputing or confirming a Statement shall not relieve Tenant from paying the Additional Rent set forth in the Statement during the pendency of the dispute. Tenant's failure to advise Landlord of its intent to conduct such an audit within the aforesaid sixty (60) day period or, in the event Tenant timely gives notice of its intent to conduct such an audit, to dispute in writing with reasonable detail the amount of Additional Rent set forth in any Statement within six (6) months of the date of such Statement, shall be deemed to be Tenant's approval of such Statement and Tenant thereafter waives the right or ability to dispute the amounts set forth in such Statement. Tenant shall bear the expense of any audit or review conducted; provided, however, that in the event that it is ultimately determined that Landlord's Statement is overstated by eight percent (8%) or more, then Landlord shall pay Tenant's reasonable audit or review expenses. Any overcharges shown by any such inspection shall be credited against the next installment(s) of Rent or other charges due from Tenant, or if none, shall be refunded to Tenant. Any undercharges shown by any such inspection shall be paid by Tenant within ten (10) days.
Tenant Audit Right. If any Tenant has the right to inspect and audit any books, records or other documents of the landlord under its Lease, Seller agrees to retain such books, records and other documents to enable such Tenant to conduct a full and complete audit thereof until the date that is six (6) months after the latest date that such Tenant could demand an inspection and/or audit thereof pursuant to its Lease. Upon written request from Buyer, Seller will provide both Buyer and such Tenant with reasonable access to such books, records and other documents and otherwise reasonably cooperate with both Buyer and such Tenant with respect to such inspection or audit by such Tenant. If any Tenant claims any right to a credit, refund or other reimbursement as a result of such inspection or audit, Seller will indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any Claims relating thereto or arising therefrom to the extent the same relate to any period(s) prior to Closing. The provisions of this Section shall survive Closing. Master Purchase and Sale Agreement MT – Louisville, Kentucky; Rockford, Illinois
Tenant Audit Right. Insurance Section 7.1 Tenant's Insurance Section 7.2 Requirements Applicable to Insurance Policies Section 7.3
